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JET KNITWEARS LIMITED

POLICY ON NOMINATION, REMUNERATION AND BOARD DIVERSITY

 

1. PREAMBLE

 

According to Section 178 of the Companies Act, 2013 and the rules framed there under and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Nomination & Remuneration Committee of Jet Kintwears Limited (the Company) (JKL) shall recommend to the Board for formulation of policy relating to the remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees which shall be recommended by Nomination & Remuneration Committee.

Such policy is formulated to attract, retain and motivate all the employees, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits of JKL on the basis of their performance to run the company successfully. Such policy shall be disclosed in the Board’s report.

This policy on nomination and remuneration of Directors, Key Managerial Personnel, Senior Management and Other Employees has been formulated by the Nomination and Remuneration Committee (Hereinafter referred to as NRC or the Committee) and has been approved by the Board of Directors.

 

 

 

2. APPLICABILITY:

 

This policy shall be applicable to the Directors, Key Managerial Personnel, Senior Management and other employees of JKL.

 

 

 

3. OBJECTIVE:

 

The remuneration policy for Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company is formulated with the following broad objectives:

 

   A) To lay down criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive / Non‐Executive) and recommend to the Board policies relating to the remuneration of all the Directors, Key Managerial Personnel and other employees.

 

   B) To formulate the criteria for evaluation of performance of all the Directors on the Board and its Committees

 

   C) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become directors (executive and non-executive including Independent directors), Key Managerial Personnel ("KMP") and persons who may be appointed in senior management positions.

 

 

 

4. DEFINITIONS:


a) “Board” means Board of Directors of JKL

 

b) “Directors” mean Directors of JKL.

 

c) “Committee” means Nomination and Remuneration Committee of JKL as constituted or reconstituted by the Board.

 

d) “JKL” means the Company i.e. Jet Knitwears Limited.

 

e) “Independent Director” means a director referred to in Section 149 (6) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

 

f) “Key Managerial Personnel (KMP)” means-


   (i) the Chief Executive Officer or the Managing Director or the Manager
  (ii) the Company Secretary
  (iii) the Whole-Time Director
  (iv) the Chief Financial Officer
  (v)Such other officer as may be prescribed under the applicable statutory provisions regulations.

 

g) “Remuneration” means remuneration as defined under Section 2(78) of the Companies Act, 2013 including any amendment thereof.

 

h) “Senior Management” means personnel of JKL who occupy the position of Head of the department/division/unit.

 

 

 

4. ATTRIBUTES, QUALIFICATIONS AND DIVERSITY POLICY

 

4.1 Directors


The Committee shall be responsible for identifying a suitable candidate for appointment as director of the Company. The Board shall consist of such number of Directors as is necessary to effectively manage the Company of the size and nature as of Jet Knitwears Ltd (‘JKL’), subject to a minimum of 3 and maximum of 15, including woman Directors.

 

The Board shall have an appropriate combination of Executive, Non-Executive and Independent Directors. While making appointment / re-appointment of directors, the Committee shall consider and evaluate number of factors including but not limited to background, knowledge, skills, professional experience & functional expertise, educational and professional background, personal accomplishment, age, experience, understanding of the industry and the related field viz. manufacturing, marketing, technology, finance, taxation, law, governance and other disciplines relevant to the business etc. and such other factors that the Committee might consider relevant and applicable from time to time towards achieving a diverse Board.

 

The Committee shall ensure that the proposed director satisfies the following additional criteria:

 

    a) Eligible for appointment as a director on the board of the Company and is not disqualified in terms of Section 164 and other applicable provisions of the Companies Act 2013 and the listing agreement.

 

    b) Does not hold directorship in more than 20 companies (Including private and public limited companies) or 10 public limited companies.

 

    c) Will be able to devote sufficient time and efforts in discharge of duties and responsibilities effectively.

 

    d) Completed the age of 21 years and has not attained the age of 70 years. Provided that appointment of a person who has attained the age of seventy years may be made by passing a special resolution in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such person.

 

4.2 Independent Directors

While evaluating a person for appointment/re-appointment as an independent director, the Committee shall ensure that the proposed appointee satisfies the following additional criteria:

 

    a) Meet the baseline definition and criteria of “independence” as set out in Section 149 of the companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations 2015 and other applicable laws as amended from time to time.

 

    b) Should not hold the position of independent director in more than seven listed companies and if serving as whole-time director in any listed company then in not more than three listed companies.

 

    c) Should not hold any board/employment position with a competitor in the geographies where the company is operating. However, the Board may in special circumstances waive this requirement.

 

The reappointment / extension of term of any board members shall be on the basis of their performance evaluation report.

 

4.3 KMP & Senior Management


While evaluating a person for appointment/re-appointment as KMP or in a senior management position, the management shall consider various factors including individual’s background, competency, skills, educational and professional background, personal accomplishment, age, relevant experience and understanding of related field viz. manufacturing, marketing, technology, finance, taxation, law, governance or such other discipline relevant to present and prospective operations of the Company.

 

Senior Management means personnel of the company who are members of its core management team excluding Board of Directors and shall comprise of all members of management one level below the executive directors, including all functional heads.

 

4.4 EVALUATION


The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary

 

4.5 REMOVAL


The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

 

4.6 RETIREMENT

 

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

5. REMUNERATION POLICY

 

5.1 Remuneration to Managing Director / Whole-time Directors:

 

    a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

 

    b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

 

 

5.2 Remuneration to Non- Executive / Independent Directors:

 

    a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

    b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

    c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

    d) Any remuneration paid to Non- Executive / Independent Directors for services rendered Which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

      i) The Services are rendered by such Director in his capacity as the professional; and
      ii) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

 

5.3 Remuneration to Key Managerial Personnel and Senior Management::

 

    a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company’s Policy.

    b) The Committee of the Company administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management.

    c) The Fixed pay shall include monthly remuneration, other incentives, benefits and perquisites as may be decided by the Board from to time.

    d) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

 

6. PERFORMANCE EVALUATION:

 

The performance of the Board as a whole, of its committees and of its members shall be evaluated at least once a year keeping in view the objectives of the Company.

It is the responsibility of the Chairman who shall be supported by the Company Secretary to organize the evaluation process and act on its outcome.

The results of board evaluation shall remain confidential between the Chairman, Directors concerned & the Company Secretary.

To carry out performance evaluation of Board, Committees and Directors, criteria to be considered would, inter alia, include following:

 

 

6.1 Evaluation of the Board

 

    a) Frequency of meetings and procedures;

    b) Development of suitable strategies and business plans at appropriate time and its effectiveness;

    c) Implementation of robust policies and procedure;

    d) Willingness to spend time and effort to learn about the Company and its business; and

    e) Awareness about the latest developments in the areas such as corporate governance framework, financial reporting, industry and market conditions.

 

6.2 Evaluation of Committees

 

Discharge of its functions and duties as per its terms of reference;

    a) Process and procedures followed for discharging its functions;

    b) Effectiveness of suggestions and recommendations received;

    c) Size, structure and expertise of the Committee; and

    d) Conduct of its meetings and procedures followed in this regard.

 

6.3 Evaluation of Executive Director(s)

 

    a) Achievement of financial / business targets prescribed by the Board;

    b) Developing and managing / executing business plans, operational plans, risk management and financial affairs of the organization;

    c) Display of leadership qualities i.e. correctly anticipating business trends, opportunities, and priorities affecting the Company’s prosperity and operations;

    d) Development of policies and strategic plans aligned with the vision and mission of the Company and which harmoniously balance the needs of shareholders, clients, employees and other stakeholders;

    e) Managing relationships with the Board, management team, regulators, bankers, industry representatives and other stakeholders.

    f) Adherence to the code of conduct of the Company.

 

6.4 Evaluation of Non–Executive Directors

 

    a) Participation at the Board / Committee meetings;

    b) Commitment (including guidance provided to senior management outside of Board / Committee meetings);

    c) Effective deployment of knowledge and expertise;

    d) Effective management of relationship with stakeholders;

    e) Integrity and maintaining of confidentiality;

    f) Independence of behavior and judgment;

    e) Impact and Influence;

    f) Adherence to the code of conduct of the Company.

 

DISCLOSURES BY THE COMPANY

 

This Policy shall be disclosed on the Company’s official website.

 

 

 

IMPLEMENTATION

 

The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate. The Committee may Delegate any of its powers to one or more of its members.

 

 

 

POLICY REVIEW

 

This policy shall be reviewed by the Nomination and Remuneration Committee as and when any changes are to be incorporated in the policy due to change in the provisions of Companies Act, 2013 or any other regulations or as may be felt appropriate by the Committee. Any changes or modification on the policy as recommended by the Committee would be given for approval of the Board of Directors, Chief Financial Officer and Company Secretary of the company.
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